Auto-Spa S.A. Group

Auto-Spa S.A. Group builds, manages and develops an international network of self-service car washes in Central Eastern Europe. The goal of the Group is to build a dominant chain of self-service car washes in Eastern Europe, especially equipped with innovative and effective technology from Hydropress Serwis. Majority of the objects will be located near supermarkets, including TESCO stores and PKN ORLEN gas stations. The remaining car washes will be located on other, equally attractive sites, including petrol stations, housing areas and other automotive centres.

There are over a dozen car washes (including three in the Czech Republic and one in Ukraine) operating under the brand name of Auto-Spa and several others are under construction. Furthermore, the network has over a hundred of potential locations...
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Mission, vision and strategy

Vision

Thanks to our car was stations, every person can drive a clean car.

Mission

Our mission is to deliver the highest quality of ecological car wash services which are affordable and convenient to everybody.

Strategy

To become the market leader in Central-Eastern Europe by the numbers of car wash bays and revenue and a dominant jet wash equipment manufacturer and service organisation Auto-Spa will.
- Developp systematically its country wide presence in convenient location in the targeted CEE countries by cooperation but also acquisition of car wash stations
- Accelerate the construction of the committed 100 first station in PK Orlen petrol stations in Poland(out of a potential of 800) and find new agreement with other petrol distributors in the CEE
- Implement additional agreements for new stations in convenient locations with established partners (TESCO Polska, POLO and others)
- In close cooperation with Hydropress increase the conveniences and efficient of jet car washing as for exemple fleet pricing, billing with VAT, payment by cards
- Distribute additional washing and affiliated products on site
- Active customer oriented brand marketing and promotions based on reliability, convenience and innovation to increase systematicall the car wash occasions by car.

Our car washes

City

Street

Zip code

Area

Buy

Bierut├│w

Wroc┼éawska 68

56-420

PKN Orlen

2

Boles┼éawiec

Al. 1000-lecia 49

59-700

Tesco

3

Bydgoszcz

Toru┼äska 101

85-817

Tesco

3

Chorz├│w

Floria┼äska 15

41-500

Tesco

3

Chorz├│w

Batorego 21

41-506

Tesco

6

Cz┼éuch├│w

Kasztanowa 4

77-300

Tesco

4

D─ůbrowa G├│rnicza

Legion├│w Polskich 147A

41-300

Tesco

3

Gda┼äsk

┼Üwi─Ötokrzyska 2

80-041

PKN Orlen

1

Gliwice

Kolberga 41

44-102

Biedronka

4

Grudzi─ůdz

Wyspia┼äskiego 27

86-300

Tesco

2

Kalisz

Majkowska 28

62-800

Tesco

4

Katowice

Tysi─ůclecia 12

40-871

Tesco

3

Knur├│w

Szpitalna 37

44-194

Tesco

4

Ko┼Ťcian

┼Ümigielska 53A

64-000

Tesco

4

Krak├│w

Wielicka 259

30-681

Tesco

5

Krotoszyn

Chwaliszewska 1

63-700

PKN Orlen

2

Lubin

Paderewskiego 101

59-300

Tesco

6

Lublin

Orkana 4

20-001

Tesco

6

Lublin

Fabryczna 2

20-301

CH Gala

3

Lublin

Me┼égiewska 2E

20-209

PKN Orlen

1

Mys┼éowice

Bo┼äczyka 80

41-400

Tesco

3

Ole┼Ťnica - Spalice

Wojska Polskiego

56-400

CMP Holding

5

Opole

Wroc┼éawska 156

45-835

CH Karolinka

5

Ostr├│w Wlkp.

Majorka 2

63-400

Tesco

4

Pozna┼ä

Zamenhofa 142

61-139

PKN Orlen

1

Prudnik

Powsta┼äc├│w ┼Ül─ůskich 2-4

48-200

CH Merkury

6

Pszczyna

Kili┼äskiego 10

43-200

Tesco

3

Rawicz

Kami┼äskiego 2

63-900

Tesco

4

Ruda ┼Ül─ůska

I Maja 370A

41-700

Tesco

6

Ruda ┼Ül─ůska

Goduli 45

41-712

Tesco

3

Ruda ┼Ül─ůska

G├│rno┼Ťl─ůska 45

41-717

Tesco

3

Stalowa Wola

Przemys┼éowa 2B

37-450

Tesco

5

Tarnowskie G├│ry

Sojki 2

42-605

Tesco

3

Warszawa

G├│rczewska 218

01-460

Tesco

6

Wroc┼éaw

Braterska 2

53-015

CMP Holding

5

Wrze┼Ťnia

Wroc┼éawska 41

62-300

PKN Orlen

1

Wyszk├│w

Pu┼étuska 96

07-202

Tesco

4

Media

Tenders

The Group Auto-Spa is intensively developing the network of self-service car wash stations in the country and in Central and Eastern Europe. This part of the publication is devoted to presenting offers:

EUROPEAN FUNDS - FOR THE DEVELOPMENT OF INNOVATIVE ECONOMY "GRANTS FOR INNOVATION - INVESTING IN YOUR FUTURE" IMPLEMENTATION OF EXPORT DEVELOPMENT PLAN UNDER MEASURE 6.1 PASSPORT FOR EXPORT PRIORITY 6 POLISH ECONOMY ON THE INTERNATIONAL MARKET INNOVATIVE ECONOMY OPERATIONAL PROGRAMME 2007-2013.

Job offers

Thank you for your interest in our company. we donÔÇÖt have any positions open immediately, we know that can change on a dime, so we are constantly looking for the right people to join our team as we grow. If you send us your resume, we will keep your
information on file and contact you when we have a new opportunity for you.

Auto-Spa Group based in Wroclaw builds, sells and manages automatic touchless car washes in Poland and in Central and Eastern Europe.

Many of Company's car washes are located at commercial locations, including the largest number near TESCO stores - as the Tesco is a strategic partner cooperating with the Group, as well as near other hyper- and supermarkets. Apart from such locations, Auto-Spa car washes are located in attractive places such as fuel stations (including PKN Orlen stations), housing estates, car parks, etc.

High profitability of a single car wash and scalability of the business have been a justification for creating an international network of car washes in Poland and in Central and Eastern Europe.

Currently, the Auto-Spa network has a total number of 246 active wash bays (in 65 operating car washes), including:

Dariusz Ilski is a successfull polish entrepreneur who co-founded and then successfully sold to Aviva PLC one of the largest financial intermediation companies in Poland.
Beside of developing Auto-Spa he is or was involved as an investors in various companies such as AerFinance SE, Sprint Air SA,
Indata Software S.A, Time Asset Management S.A. and in Delta Property Sp. z o.o. S.K.
Mr Dariusz Ilski is not entered in the Register of Insolvent Debtors pursuant to the National Court Register Act.

Dariusz graduated at the University of Insurance and Banking of Warsaw and holds an MBA from University of North West in New York.

AUTO-SPA SUPERVISORY BOARD

Name and surname

Function

Start of term

End of term

Lech Dworaczy┼äski

Chairman

30.06.2016

30.06.2021

Artur Kwa┼Ťniewski

Vice-Chairman

30.06.2016

30.06.2021

Wiktor Blumes

Member

11.04.2018

30.06.2018

Bart┼éomiej Paszkiewicz

Member

30.06.2016

30.06.2021

Anna Panasiuk

Member

30.06.2016

30.06.2021

Lech Dworaczy┼äski, Chairman of the Supervisiry Board

University education, graduate of Pozna┼ä University of Technology.

Mr Lech Dworaczy┼äski began his professional career in 1983, studying Industrial Control Engineering where he worked as a production specialist until 1991. Between 1991 and 1995, he performed the function of President of the Management Board of ELDRUK Company, Safe Invest-Poland Company as well as Insurance Service Company. Between 1993 and 1999, he was involved in his own business activity, i.e. Life Insurance Agency CLP, from 1999 to 2010, Mr Dworaczy┼äski held an executive position in CUP TU┼╗ S.A., while between 2005 and 2012, he was associated with Inwestycje.pl S.A. as a member of the Management Board as well as the Supervisory Board. From 1992 to present, Mr Dworaczy┼äski has been running his own business, i.e. Dworaczy┼äski Consulting. Moreover, since 2006, he has been a vice-chairman/president of the company Ubezpieczenia online Ltd, while since 2010, he has been the vice-chairman/president of Directinfo Supervisory Board, as well as the of the Supervisory Board of Insale Company.
Mr Lech Dworaczy┼äski neither has been convicted of any acts of fraud, nor has received a court ban on acting as a member of management or supervisory bodies in commercial law companies. He has not performed a function of a member of the management or supervisory boards in any company in a state of bankruptcy, receivership or forced liquidation. Moreover, Mr Lech Dworaczy┼äski is not engaged in competitive activities against Emitenta nor is he a partner in a competitive company or civil partnership. He is not a member of the board of any corporation or enterprise, nor is he a member of the board of any competitive legal entities.
Mr Lech Dworaczy┼äski is not entered in the Register of Insolvent Debtors pursuant to the National Court Register Act.

Artur Kwa┼Ťniewski, ViceChairman of The Supervisiry Board

With a Masters degree In mathematics, a graduate of the Faculty of Mathematics and Mechanics at Warsaw University, Mr Kwa┼Ťniewski also graduated with distinction from the International MBA program and postgraduate studies in Agribusiness Management at the Faculty of Economics at the University of Life Sciences, and postgraduate studies in Business Psychology for Managers at Ko┼║minski University.

Mr Kwa┼Ťniewski began his professional career in 1985. He is an individual investor and performs the function of Interim Manager in investment and consulting projects related to optimization, innovation and change management. Among others, he has held the title of Director of the Information Technology Office of Industrial Development Agency S.A. He was associated with Orange / Polish Telecom S.A., where he performed the function of: Director of the Central Department of Information Technology, Head of IT in the Strategy and Standards Department and Chief Lead Specialist in the Finance and Information Technology Divisions. He was also a consultant and co-owner of consulting companies.
Mr Kwa┼Ťniewski has neither been convicted any occurrence of fraud, nor has he ever received a court ban on acting as a member of management or supervisory bodies in commercial enterprises. He has not performed the function of member of the management or supervisory boards in any company which entered bankruptcy, receivership or forced liquidation. Moreover, Mr. Kwa┼Ťniewski neither is engaged in competitive activities against Emitenta nor is he a partner in any competitive enterprise or civil partnership. He is not a member of the board of any corporations or a member of the board of any competitive commercial entities.
Artur Kwa┼Ťniewski is not entered in the Register of Insolvent Debtors pursuant to the National Court Register Act.

Wiktor Blumes, The Member of Supervisory Board

Mr Wiktor Blumes is a graduate of the Faculty of Law at the University of Wroclaw. In 1997, he completed a court apprenticeship at the District Court in Wroclaw and in 1999, he completed the legal adviser training at the District Chamber of Legal Advisers in Wroclaw, with the best result. Since 2000, he has been running a law firm providing comprehensive legal services for business entities - first on an individual basis, then also as part of a private partnership of legal advisers ÔÇ×Blumes, Skuza, ┼ÜwiderskiÔÇŁ. Mr Blumes is a specialist in the fields of debt recovery through legal process, investment processes and commercial law. He holds 2 shares in a limited liability company ABC Invest based in Wroclaw.

In the last five years, Mr Wiktor Blumes has not been convicted by a final judgment of offences referred to in Art. 18 ┬ž 2 of the Code of Commercial Companies or offences specified in the Act on Trading, Act on Offering, or Act of October 26, 2000 on Commodity Exchanges, or of analogous offences as defined by foreign law, and in the last five years he has not been a subject of a court decision prohibiting him to act as a member of management or supervisory bodies in commercial law companies. Over at least the previous five years, Mr Wiktor Blumes was a member of the Supervisory Board of Auto-Spa - a limited liability company, T1 - a limited joint-stock partnership based in Wroc┼éaw, and he did not act as a member of the management or supervisory body in the entities subject to bankruptcy, restructuring, receivership or liquidation. Mr Blumes does not run any activity competitive to Auto-Spa S.A., he is not a member of bodies of competitive entities. Mr Wiktor Blumes does not have a record in the Register of Insolvent Debtors.

Bart┼éomiej Paszkiewicz, The Member of Supervisory Board

University education; Graduate of Wroclaw University of Economics and the University of Wroc┼éaw.

Mr Bart┼éomiej Paszkiewicz has a long standing experience in the management of financial and operational risks gained in leading IT and/or consulting companies (Deloitte). He has held managerial positions in companies such as Wolters Kluwer Financial Services Poland Ltd. and Life Flow Ltd. Currently he is on the board well as a shareholder in the following companies: Vratis Ltd., MicroscopelIT Ltd., Graphene Capital Ltd.
Mr Bart┼éomiej Paszkiewicz has neither been convicted any occurrence of fraud, nor has he ever received a court ban on acting as a member of management or supervisory bodies in commercial enterprises. He has not performed the function of member of the management or supervisory boards in any company which entered bankruptcy, receivership or forced liquidation. Moreover, Mr Bart┼éomiej Paszkiewicz neither is engaged in competitive activities against Emitenta nor is he a partner in any competitive enterprise or civil partnership. He is not a member of the board of any corporations or a member of the board of any competitive commercial entities.
Mr Bart┼éomiej Paszkiewicz is not entered in the Register of Insolvent Debtors pursuant to the National Court Register Act.

Anna Panasiuk, The Member of Supervisory Board

A Doctor of Jurisprudence, graduate of the College of Law and Administration at the University of Gda┼äsk, and of the School of American Law at the Jagiello┼äski University in Warsaw.

Ms Anna Panasiuk began her professional career in 1997, at the Association of Europan Law Students, where she held the function of vice-chairman of academic activity until 1998. Between 2001 and 2003, she performed the function of director in OCRA Consulting Company Ltd. Between 2003 and 2012, she served as a member of the board in ITCI Ltd. Since 2013, she has been engaged in her own Panasiuk legal firm.
Ms Anna Panasiuk has neither been convicted any occurrence of fraud, nor has he ever received a court ban on acting as a member of management or supervisory bodies in commercial enterprises. He has not performed the function of member of the management or supervisory boards in any company which entered bankruptcy, receivership or forced liquidation. Moreover, Ms Anna Panasiuk neither is engaged in competitive activities against Emitenta nor is he a partner in any competitive enterprise or civil partnership. He is not a member of the board of any corporations or a member of the board of any competitive commercial entities.
Pan Anna Panasiuk is not entered in the Register of Insolvent Debtors pursuant to the National Court Register Act.

For the car wash Auto-Spa focuses on accessibility and convenience of location, handy and
reliable high quality equipment and scalable additional services (locator, billing, invoices,
distribution of chemicals etc.), high ecological standards, and affordable prices.

We invest a lot of effort in the selection of convenient and optimal locations, as this is a key parameter in the number of wash transactions. Once a selected location is acquired, Auto-Spa delegates the building work to third parties and Hydropress installs the corresponding equipment.

Currently in Poland we rent most of our stations. The rental contracts have a 10-year term with unilateral cancelling options by Auto-Spa. This secures operations in line with the Auto-Spa standards and brand requirements. Auto-Spa delivers the chemicals, controls the operation, executes the billing and manages all aspects of brand marketing and promotion.

As Hydropress provides the maintenance services, all tenants benefit from the Auto-Spa network, experience, training, procedures, service reliability and brand effects. Hydropress
offers its products and services also to third parties, which results in certain economies of scale as well as higher flexibility.

The operational guidelines for both business lines is to subcontract a maximum of non-core
business-related tasks such a construction and cash transports to be able to constantly
optimise cost and to have a high level of flexibility with minimum fixed cost.

Our main strategic aim is to consolidate the market. This will be achieved by the implementation of loyalty programs and transactions by payment cards, with invoices being available on the spot.
That process, along with a nationwide branding campaign in Poland, will change the market standards, forcing other participants of the market to leave the grey market and causing their prices to adjust to market conditions.

Auto-Spa plans to have nearly 300 car washes in the future, thus becoming the largest private network of self-service jet car washes in the region.
All the facilities will be linked by an integrated sales-marketing platform and a uniform, high quality offer.

We have extensive experience in managing and developing a network of own car washes on the Polish market. Through established procedures, we accurately verify the potential of each new investment.

We operate on the car wash market offering high quality services while acting in a transparent manner, namely through transparent income settlements, documentary collection, documents confirming sale.

We implement the concept of development in the foreign markets through already signed contracts for building new car washes. We have a list of substantively and logistically prepared locations for new car washes.

The markets on which we have undertaken new activities should be treated as similar to the Polish market, but with a greater potential for profitability.
This enables us to effectively use their potential and build a strong market position based on know-how as well as territorial and cultural proximity.

We own and we implement our own car wash technology. A producer belonging to the Group contributes towards the development of the network in Poland and abroad. This company with a high degree of technological and quality development can tailor its products to customersÔÇÖ and investorsÔÇÖ expectations. It has been manufacturing for 10 years, continuously developing and searching for innovative solutions.

Our company is transparent ÔÇô we are listed at the NewConnect stock market. We regularly publish company stock reports compliant with the standards of the public market.

The Company focuses its business on Polish, Czech and Slovak markets. They are characterized by a very high growth potential due to the low saturation with car wash facilities. Given the saturation of western markets, e.g. German market - one car wash per 2,000 vehicles - a significant potential for development in Poland, but mainly in the Czech Republic and Slovakia, should be noted.

According to the CompanyÔÇÖs estimates, that potential is approximately 4,700 ÔÇô in Poland, 1,600 ÔÇô in the Czech Republic and 700 ÔÇô in Slovakia ÔÇô subsequent car washes. Car washing services are still used by fewer customers in Poland, Czech Republic or Slovakia, compared to the western markets. In highly developed EU countries, the degree of market saturation with cars is much higher than on Polish, Czech or Slovak market. That provides great opportunities for selling new car washes.

The potential for market growth is also in reasonably anticipated future price increases. Car washing services in Poland are significantly cheaper compared to similar services in "old EU" countries. In turn, on Czech and Slovak markets, due to no competition at all, initial prices are very high, which gives a chance to high profitability of the services from newly built facilities.

Poland:In the model currently functioning on Polish market, car washes are located primarily at TESCO stores, as the Tesco is a key partner cooperating closely with the Group.

Czech Republic:Within the Czech market, a CompanyÔÇÖs subsidiary conducts sales and investment process that includes performance of both individual orders and larger orders for institutional clients. Contracts portfolio allows confirming that by the end of this year (apart from four car washes existing already), several new car washes will be built.

Currently, advanced negotiations are in progress (including with Tesco CZ), indicating the potential for subsequent tens of projects to be executed within 2-3 years.

To cumulate the value created at different stages of business model, a Capital Group has been established.

The capital structure includes:

Name (company)

Description

Share held

Scope of activities

Auto-Spa S.A.

Parent company

Capital holding company

Auto-Spa Sp. z o.o.

subsidiary

100%*

The entity responsible for implementing investment and development processes within the Group. The company is the operator of car washes and operates a network of car washes within the Group. The company has its own car washes.

Auto-Spa Sp. z o.o. T1 SKA

subsidiary

100%**

The company holding 33.6% shares in the share capital of Auto-Spa Sp. z o.o.

Auto-Spa Sp. z o.o. 1 SKA

subsidiary

100%

The company holding 14% shares in the share capital of Auto-Spa Sp. z o.o.

Auto-Spa CZ s.r.o.

subsidiary

80%

The company focuses on the sale of automatic car washes produced by the Auto SPA Group in Czech Republic. Due to its designing potential and identified location possibilities, the company acquires customers on the Czech market. Additionally, it cooperates with the company Auto-Spa Network s.r.o. in expanding car wash network in Czech Republic.

Auto-Spa UA TzOW

affiliate

20%

The purpose of the company is expansion and operation of the network of own car washes in Ukraine, under the brand name of Auto-Spa.

In matters connected with the organisation of the General Meetings of Shareholders, please contact the Company via e-mail. All correspondence should be sent to the following e-mail address: inwestorzy@auto-spa.pl

Series O shares issue schedule

January 22, 2015 ÔÇô publication of Auto-Spa SA Information Memorandum
January 23, 2015 ÔÇô opening of basic and additional subscription for the shares
February 9, 2015 ÔÇô closure of the subscription
February 18, 2015 ÔÇô allotment of the shares acquired in the range of basic and additional subscription
February 19 ÔÇô 20, 2015 ÔÇô subscription for the shares in the range of management board invitation
February 23, 2015 ÔÇô allotment of the shares acquired in the range of management board invitation